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Notice of Kambi Group Plc Extraordinary General Meeting 2023
In terms of Articles 41 and 42 of the Articles of Association of the Company
NOTICE IS HEREBY GIVEN that that AN EXTRAORDINARY GENERAL MEETING (the “Meeting”) of Kambi Group plc, company number C 49768 (the “Company”) will be held on Monday 19 June 2023 at 11.00 CEST at Kambi, Hälsingegatan 38, 113 43 Stockholm, Sweden, to consider the following Agenda. The registration of shareholders starts at 10.30 CEST.
Right to attendance and voting
• To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be entered on the Company’s register of members maintained by Euroclear Sweden AB by Monday 29 May 2023
• Shareholders whose shares are registered in the name of a nominee should note that they may be required by their respective nominee/s to temporarily re-register their shares in their own name in the register of members maintained by Euroclear Sweden AB in order to be entitled to attend and vote (in person or by proxy) at the Meeting. Any such re-registration would need to be effected by Monday 29 May 2023. Shareholders should therefore liaise with and instruct their nominees well in advance thereof.
• To be entitled to attend and vote in person at the Meeting, shareholders must notify Euroclear Sweden AB of their intention to attend the Meeting by Monday 29 May 2023 and can do so by (i) e-mail to [email protected] or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or (iii) by phone on +46 8 402 9092 during the office hours of Euroclear Sweden AB. Notification should include the shareholder’s name, address, email address, daytime telephone number, personal or corporate identification number, number of shares held in the Company, as well as details of any proxies (if applicable, in the case that the shareholder has appointed a third party representative to attend the Meeting in their stead). Information submitted in connection with the notification will be computerised and used exclusively for the Meeting. See below for additional information on the processing of personal data.
Shareholders’ right to appoint a proxy
• A shareholder who is entitled to attend and vote at the Meeting, is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a shareholder. If the shareholder is an individual, the proxy form must be signed by the appointer (or his authorised attorney) or comply with Article 126 of the Articles. If the shareholder is a corporation, the proxy form must be signed on its behalf by an authorised attorney or a duly authorised officer of the corporation or comply with Article 126 of the Articles.
• Proxy forms must clearly indicate whether the proxy is to vote in their discretion or in accordance with the voting instructions sheet attached to the proxy form. Your proxy shall vote as you have directed in respect of the resolutions set out in this notice or on any other resolution that is properly put to the meeting. If the proxy form is returned to the Company without any indication as to how the proxy shall vote, generally or in respect of a particular resolution, the proxy shall exercise their discretion as to how to vote or whether to abstain from voting, generally or in respect of that particular resolution (as applicable).
• Where the shareholder is a corporation, a document evidencing the signatory right of the officer signing the proxy form, must be submitted with the proxy form. Where the proxy form is signed on behalf of the shareholder by an attorney (rather than by an authorised representative, in the case of a corporation), the original power of attorney or a copy thereof certified or notarised in a manner acceptable to the Board of Directors must be submitted to the Company, failing which the appointment of the proxy may be treated as invalid.
• The original signed proxy form and, if applicable, other supporting documents (required pursuant to the above instructions), must be received by Euroclear Sweden AB no later than Monday 29 May 2023 by (i) e-mail to [email protected] or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders are therefore encouraged to submit their proxy forms (and other supporting documents, if any) as soon as possible.
• Proxy forms are available on the Company website www.kambi.com under the General Meetings section
• Aggregated attendance notifications and proxy data processed by Euroclear Sweden AB must be transmitted to and received by the Company by email at [email protected] not less than 48 hours before the time appointed for the Meeting and in default shall not be treated as valid
Agenda
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Drawing up and approval of the voting list
4. Approval of the Agenda
5. Determination that the Meeting has been duly convened
6. Election of two persons to approve the minutes
Special Business (Extraordinary Resolutions)
7. THAT the Directors be and are hereby duly authorised and empowered in accordance with Articles 85(1) and 88(7) of the Companies Act and Article 3 of the Articles, on one or several occasions prior to the date of the next Annual General Meeting of the Company, to issue and allot up to a maximum of 3,127,830 Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each (corresponding to a dilution of 10% of total shares as at the date of the notice to the 2023 Annual General Meeting) for payment in kind or through a direct set-off in connection with an acquisition, and to authorise and empower the Directors to restrict or withdraw the right of pre-emption associated to the issue of the said shares. This resolution is being taken in terms and for the purposes of the approvals necessary in terms of the Companies Act and the Articles of Association of the Company. (Resolution a)
8. WHEREAS (i) at a meeting of the Board of Directors of the Company held on 3 April 2023, the Directors resolved to obtain authority to buy back Ordinary ‘B’ shares in the Company having a nominal value of €0.003 each; and
(ii) pursuant to Article 5 of the Articles and Article 106(1) (b) of the Companies Act a company may acquire any of its own shares otherwise than by subscription, provided inter alia authorisation is given by an extraordinary resolution, which resolution will need to determine the terms and conditions of such acquisitions and in particular the maximum number of shares to be acquired, the duration of the period for which the authorisation is given and the maximum and minimum consideration.
NOW THEREFORE the members of the Company resolve that the Company be generally authorised to make purchases of Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each in its capital, subject to the following:
(a) the maximum number of shares that may be so acquired is 3,127,830 which is equivalent to 10% of total shares as at the date of the notice to the 2023 Annual General Meeting;
(b) the minimum price that may be paid for the shares is SEK1 per share;
(c) the maximum price that may be paid for the shares is SEK1,000 per share;
(d) the maximum aggregate number of shares that can either be i) issued and allotted under Resolution a and, ii) bought back under this Resolution b, shall not exceed 3,127,830; and
(e) the authority conferred by this resolution shall expire on the date of the 2024 Annual General Meeting, but in any case shall not exceed the period of 18 months, but not so as to prejudice the completion of a purchase contracted before that date. (Resolution b)
9. Closing of the Extraordinary General Meeting
Information about proposals related to Agenda items
Both extraordinary Resolutions, Resolutions a and b, were presented in their entirety to the Annual General Meeting held on 11 May 2023 (which resolutions were referred to therein as resolutions m and n respectively), and obtained one majority of two required in terms of article 135 of the Companies Act (Cap 386), and in terms of Articles 48B.2(b) of the Articles of Association of the Company. To this end, this Extraordinary General Meeting is being convened within 30 days of the Annual General Meeting, in accordance with the aforementioned provisions of the Companies Act and the Articles, in order to take a fresh vote on the proposed extraordinary resolutions.
Agenda item 7 (Resolution a)
The objectives of the authorisation are to increase the financial flexibility of the Company and to enable the Company to use its own financial instruments for payment in kind or through a directed set-off to a selling partner in connection with any business acquisitions the Company may undertake or to settle any deferred payments in connection with business acquisitions. The market value of the shares on each issue date will be used in determining the price at which shares will be issued. For the purposes of Article 88(7) of the Companies Act, through this resolution the members of the Company are also authorising the Board of Directors to restrict or withdraw the members’ right of pre-emption that would normally entitle members to be offered the newly issued shares in the Company in proportion to their shareholding before such new shares are offered to third parties.
Agenda item 8 (Resolution b)
The Board of Directors proposes that the acquisition by the Company of its own shares shall take place on First North Growth Market at Nasdaq Stockholm or via an offer to acquire the shares to all members of the Company. Such acquisitions of own shares may take place on multiple occasions and will be based on market terms, prevailing regulations and the capital situation at any given time. Notification of any purchase will be made to First North Growth Market at Nasdaq Stockholm and details will appear in the Company’s annual report and accounts. Any resolution to repurchase own shares will be publicly disclosed. The objective of the buyback and transfer right is to ensure added value for the Company’s shareholders and to give the Board increased flexibility with the Company’s capital structure.
Following such buybacks, the intention of the Board would be to either cancel, use as consideration for an acquisition or transfer to employees under a company share incentive plan. Once repurchased, further shareholder and Bondholder approval would be required before those shares could be cancelled.
If used as consideration for an acquisition the intention would be that they would be issued as shares and not sold first.
Saroca Reimagines Leadership Development for the Gaming Industry
Saroca, a leader in professional development for the gaming industry, is proud to announce its Transformational Leadership Program, launching February 2025. Building on the success of the 2024 LeadHERship Program—a pioneering initiative for women in gaming—the new program expands its reach with two distinct cohorts: one exclusively for women and another open to all genders.
The Legacy of LeadHERship
The 2024 LeadHERship Program achieved an exceptional Net Promoter Score (NPS) of 90, with participants citing transformative growth. With participants like Clemence Dujardin citing it as a “game-changer”. Confidence in leadership abilities rose by 46%, resilience increased by 27%, and imposter syndrome diminished by 39%.
Participants praised the program’s focus on emotional resilience, feedback mastery, executive presence and communication all in a supportive community.
Leadership Development: A Game-Changer for Gaming
In a rapidly evolving and diversifying industry, strong leadership is essential. Saroca’s programs go beyond skill-building to foster resilience, trust, and inclusivity—key traits for thriving in the global gaming market.
“We believe leadership is not about hierarchy—it’s about transformation,” said Emily Leeb, CEO of Saroca. “The Transformational Leadership Program reflects our commitment to cultivating leaders who will shape the future of gaming.”
Transformational Leadership Program Highlights
The program builds on the proven curriculum of its predecessor, featuring:
- Two Cohorts: A women-only cohort and a new all-gender cohort to enrich perspectives.
- Eight Modules: Covering topics such as emotional intelligence, self-advocacy, and radical candor.
- Community and Growth Tracking: Strengthening connections and measuring individual progress.
Registration Now Open
The Transformational Leadership Program begins in February 2025, with limited spots available. Scholarships are also offered to ensure accessibility. For more information, visit Saroca’s website or contact [email protected].
About Saroca
Saroca is a leader in leadership development for the gaming industry, committed to empowering professionals through inclusive, high-impact programs that drive personal and professional growth.
The post Saroca Unveils the Transformational Leadership Program for 2025 appeared first on European Gaming Industry News.
Here are this weeks latest slots releases compiled by European Gaming
Introducing Magawa vs Mines, the debut game from Slammer Studios – a fresh new player in the industry. With the launch of this vibrant 7×7 slot, the studio is kicking things off in style. Inspired by the legendary Magawa, a rat whose life-saving landmine detection skills have earned worldwide acclaim, this game pays tribute to this incredible hero. With Magawa vs Mines, players get to honour the courage of an extraordinary rat, reliving his daring missions through high-energy gameplay.
Spinomenal has added Zeus Unchained Hold & Hit to its marvellous Mythology series. Zeus Unchained Hold & Hit presents a grid framework of 5×3 and is set at 25 fixed lines. Once the action is underway, players join Zeus, the ancient Greek god of sky and thunder for a battle on the reels. A powerful soundtrack heightens the anticipation as players look for Wild symbols on screen.
Betsoft Gaming brings players to the heights of Mount Olympus with Coins of Zeus – Hold & WinTM, an engaging video slot with a 3×3 grid and 5 paylines set in a stunning Ancient Greek theme. From immersive visuals to thrilling gameplay features, Coins of Zeus – Hold & WinTM brings mythology to life, delivering divine entertainment and win potential.
BGaming is helping players hunt for ancient treasures in its latest release Catdiana. Boasting two purr-fect bonus games, the gameplay is further enhanced through cat-themed scatters, coveted coins and high-value gem symbols. The 5×3 reel action unfolds deep within a mystical cat temple where Catdiana goes on the prowl, performing as a wild to guide players to hidden treasures and big wins.
Tom Horn Gaming, a leading igaming software supplier, has unveiled its latest game, Wild Snowfakes, just in time for the winter season. A winter-themed slot transports players to a serene snowy wonderland filled with excitement and rewards. This medium-to-high variance game is played across a 5×3 gaming grid, populated with frosty fruit symbols and snowflakes, which act as wilds.
Evoplay, the award-winning game development studio, has revealed its latest immersive slot, Dolce Dreams, offering a sweet twist on the classic Italian café culture, with the experience designed for high engagement and substantial win potential. Set against the backdrop of a charming streetside cafe, Dolce Dreams features stacked Wilds in the form of waffle ice creams, which substitute for other symbols to maximise winning combinations.
Relax Gaming is taking players on an exhilarating snowy adventure with the launch of Winter Champions, a sports-themed slot that propels players through the mountain tops in pursuit of golden victories. At the heart of Winter Champions is the innovative Sliding Respins mechanic, ensuring the reels remain active as long as winning combinations continue to land, adding a layer of non-stop excitement to the gameplay.
Nolimit City is serving up a twisted carnival treat in Munchies. Step into the fair grounds as Nolimit’s latest Labs game released following the release of Outsourced: Slash Game. As a Labs title, expect a fresh and experimental spin on the classic Nolimit style. In the heart of the carnival tents lies a curious attraction: Fluffers—a cute, cuddly, but oh-so-smelly creature that’s causing quite the commotion among visitors. Some may say it’s the attraction of the year!
Thunderkick has unveiled Split Happens, the latest addition to its product portfolio that combines a quirky bowling theme with Walking Wilds and respins to provide a unique and compelling gaming experience. The action takes place across a classic 5×3 grid, where winning combinations can be formed both ways to help unlock 3,000x maximum wins.
Amusnet has released its latest video slot, 10 Bulky Fruits. It is not an ordinary fruit slot but a dazzling, energetic and exciting game. This is a 5-reel, 10-fixed paylines video slot that offers vivid gameplay, epic sound effects and a variety of features. Keep an eye out for the Clover Wild Symbol and its great rewards – it appears on the 2nd, 3rd, and 4th reel. The Star and the Dollar are the shiny Scatter symbols boosting the winnings.
It’s beginning to look a lot like Christmas, and Booming Games are getting in the spirit early with the November arrival of their fresh, festive game, Holly Jolly Bonanza 2. ‘Tis the season for snowy slots, and just like Santa Claus himself, Holly Jolly Bonanza 2 delivers in style. This sparkling sequel is a sure-fire Christmas classic, a 5×6 game with cascading reels, introducing new features to the festive game.
How deep do you dare to descend in Yellow Slotmarine by Twin Win Games – the exciting new slot where cash prizes can be accumulated and collected on any base game spin, but three bomb symbols are always lurking to potentially blow players out of the water. Utilising just three reels and one row of symbols, Yellow Slotmarine introduces a completely new mechanic where every character that lands contributes towards a specific cash pot.
Gaming Corps is proud to announce the release of Wet and Wild Beavers. This charming new slot game also marks the debut of the exciting new A-MAZE-CADES™ mechanic. This playful adventure takes players down to the river, where a team of ingenious beavers plot their daring escape by the riverbank. Follow Red Rocket, Old Blue and Yella Fella as they utilise a series of creative bonus features to escape the dam and get their hands on wins of up to 10,000x the player’s stake.
Explore a prosperous underwater world and harness the power of the formidable Greek God of the Sea Poseidon in Stakelogic’s latest release, Trident of Legends. This enchanting aquatic adventure invites players to tap into the awe-inspiring power of the mythical Poseidon as they embark on a quest for fortune. With Poseidon’s legendary Trident in hand, players can trigger enticing bonuses while playing for wins of up to 10,000x their stake.
Play’n GO invites players to join the Wilde family in Wildest Gambit, a globe-trotting 5×3 slot that combines adventure, mystery, and massive win potential with an x20,000 Multiplier. Wildest Gambit unites the legendary Wilde family – Rich, Cat, and Uncle Gerard – in an epic journey across four unique destinations. From the golden sands of Egypt to the dense jungles of South America, players will experience a dynamic blend of Expanding, Sticky, and Multiplier Wilds.
The post Week 47/2024 slot games releases appeared first on European Gaming Industry News.
EGT Digital is proud to be among the finalists in the impressive 5 categories of BEGE Awards 2024. This year’s edition of the prestigious annual competition will be held on November 27 at Black & White Club, Palms Royale Sofia Complex. For the 15th consecutive year, the event will recognize individuals and companies for their outstanding contribution to the gaming and entertainment industry.
Burning Hot Instant, one of the newest offerings in EGT Digital’s ever-growing portfolio of games, is among the shortlisted titles in the Online Game of the Year category. It is also one of the latest additions to the top performer Clover Chance. Although it debuted only 2 months ago, Burning Hot Instant immediately became players’ favorite with its mystery jackpot and numerous rewards.
X-Nave, EGT Digital’s in-house developed “all-in-one” betting platform, is a contender in the Online Platform of the Year category. The product earned the nomination thanks to the fact that it provides operators with the technology and tools they need to build and maintain a successful online business. The X-Nave platform includes 4 main modules: Sport Product, Gaming Aggregator, CRM Engine, and Payment Gateway. Each module can be part of the complete solution or function independently, allowing seamless integration with developments of third-party providers.
Another prestigious nomination for EGT Digital is in the Online Provider of the Year category, recognizing its wide range of iGaming products and services. The company’s games are extremely popular in a number of markets around the world, where players appreciate their fascinating design, high winning chances, and many attractive bonus features. The X-Nave platform is becoming the preferred choice for an increasing number of operators who want to guarantee their business’ long-term success and sustainable development.
The company is a finalist in the Sports Betting Platform of the Year category as well. EGT Digital’s Sportsbook solution, part of X-Nave’s Sport Product, offers everything operators need to secure a competitive bookmaker position. It includes advanced betting, in-depth statistics, different bet types, back-office tools, a variety of jackpots, and 24/7 technical and trading support. It is provided with powerful management tools that allow betting sites to create personalized content and increase player engagement.
The last category for which EGT Digital has been nominated is Innovative Product of the Year, with its 360-degree retail betting solution. This product covers both software and hardware aspects of the business, including the design and management of devices, the company’s omnichannel solution, sports betting, lottery games, vouchers, online deposits, and commissions. Constantly evolving, EGT Digital’s 360-degree retail betting solution continues to add new tools and options for improving user experience.
The post EGT Digital is shortlisted in 5 categories of BEGE Awards 2024 appeared first on European Gaming Industry News.
Saroca Unveils the Transformational Leadership Program for 2025
Week 47/2024 slot games releases
EGT Digital is shortlisted in 5 categories of BEGE Awards 2024
EGT is a finalist in several categories of BEGE Awards 2024
EGT’s latest innovations to shine at the 15th edition of BEGE Expo
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